KORE Group Holdings, Inc. 2026 Earnings Call

Good morning. Will the meeting please come to order? My name is Timothy Donahue. I am the Chairman of the Board of KORE Group Holdings, Inc. Welcome to this special meeting of the stockholders of KORE Group Holdings, Inc. This meeting is being webcast live. An agenda that outlines the order of business for the meeting has been made available. The matters on which the stockholders at the meeting are voting on are, one, to consider and vote on the merger agreement proposal. Two, to consider and vote on the advisory compensation proposal. Three, if necessary, to consider and vote on the adjournment proposal. The company does not intend to call a vote on the adjournment proposal if the merger agreement proposal is approved. I would like to begin the meeting by introducing the current members of the company's Board of Directors.

They are Ron Totton, Cheemin Bo-Linn, Paulett Eberhart, Jim Geisler, Rob MacInnis, Michael Palmer, Andrew Frey, Jay Grossman, and David Fuller. We also have a number of company officers and executives to recognize. They are Ron Totton, President, Chief Executive Officer, and Director. Anthony Bellomo, Executive Vice President and Chief Financial Officer and Treasurer. Bruce Gordon, Executive Vice President and Chief Operating Officer. Jared Deith, Executive Vice President and Chief Revenue Officer. Gloria Garber, Senior Vice President and Chief People Officer. Jack Kennedy is the Executive Vice President, Chief Legal Officer, and Secretary of the company, will serve as Secretary of the meeting and record the proceedings. He has delivered an affidavit of Broadridge Financial Solutions, Inc.

as to the mailing of the notice of the meeting, which states that on June 12th, 2026, notice of the meeting, together with related proxy materials, was mailed to all stockholders of record as of the close of business on June 11th, 2026, the record date for the meeting. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Jack Kennedy will now discuss the procedures for transacting the business of the meeting.

Good morning. If you do not have a copy of the agenda for the meeting and would like one, the agenda has been posted on www.virtualshareholdermeeting.com/kore2026sm, which is referred to as the meeting website. The meeting will take place as described in the agenda. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to a business item on the agenda, an opportunity to raise other questions and comments will be provided after voting on the proposals described in the proxy statement. The rules of conduct have been posted on the meeting website. Stockholders will have the opportunity to submit questions during the meeting. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered as one.

We will not address questions that are not pertinent to the business of the company or the business of the meeting, or that we otherwise believe are not appropriate under the circumstances. Please keep your questions and statements brief and limited to the specific item up for discussion. If you wish to ask a question, please submit the questions on the meeting website. Each stockholder can ask no more than two questions. We may have to interrupt any question that continues for an unreasonable amount of time. When the report of the Inspector of Election is complete, we will announce the results. If any stockholder has any matter of individual concern, please raise it after the meeting. Other representatives of the company who are here can respond to questions after the meeting.

Thank you, Jack. Barbara Howlan has been appointed as Inspector of Election for the meeting and any adjournment or postponement of this meeting. She has signed an oath to act as Inspector of Election, and this oath will be filed with the minutes of this meeting. If there is any person present holding a proxy that has not yet submitted it to vote, please use the 16-digit control number included on your proxy card to vote electronically at the meeting. The Inspector has the stockholder list of the company as of the close of business on June 11th, 2026, the record date of the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting.

Jack Kennedy has advised us that a quorum is present at the meeting, I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. The first item of business is the merger agreement proposal to adopt the agreement and plan of merger with KONA Parent, L.P., a Delaware Limited Partnership, and KONA Merger Sub Co., a Delaware Limited Partnership, both of which are affiliated with certain funds managed by Searchlight Capital Partners and Abry Partners, pursuant to which, subject to the terms and conditions thereof, KONA Merger Sub Co. will merge with and into KORE Group Holdings, Inc., with KORE Group Holdings, Inc. continuing as the surviving corporation and a subsidiary of KONA Parent, L.P., all of which is more fully described in the proxy statement sent to you earlier.

Approval of the merger agreement proposal requires affirmative vote in person or by proxy of the holders of a majority of the voting power represented by outstanding shares of company common stock that are entitled to vote thereon in accordance with Delaware law, and a majority of votes cast by the disinterested stockholders as defined in the proxy statement sent to you earlier at this meeting. Abstentions and broker non-votes, if any, will have the same effect as a vote against the merger agreement proposal for purposes of obtaining the company stockholder approval, but will have no effect on the disinterested stockholder approval. The board of directors unanimously recommends that stockholders vote for the merger agreement proposal. Are there any questions or comments on the merger agreement proposal?

Mr. Chairman, we have no questions.

Hearing none, I now declare the merger agreement proposal submitted to the stockholders for a vote and declare the polls open to vote on the proposal. Any stockholder desiring to vote should do so at this time. If you have not already voted, or if you wish to change your vote, please use the 16-digit control number included on your proxy card to vote electronically at the meeting. I now declare the polls closed on the merger agreement proposal. While the ballots are being collected, we will proceed with the agenda. The second item of business is the advisory compensation proposal to approve, on an advisory and non-binding basis, the compensation that may be paid or become payable to the company's named executive officers in connection with the consummation of the merger, as described in the proxy statement that was sent to you earlier.

Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes on the proposal. Only votes actually cast, in person or by proxy, for or against this proposal, will be counted in determining the outcome. Abstentions and broker non-votes, if any, will not be treated as votes cast on this proposal. Because the vote to approve such compensation is advisory only, it will not be binding on either the company, the board, parent, or the surviving corporation. Accordingly, if the merger agreement proposal is approved by the company stockholders and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the proxy statement sent to you earlier.

Approval of the advisory compensation proposal is not a condition of the consummation of the merger. The board of directors unanimously recommends stockholders vote for the advisory compensation proposal. Are there any questions or comments on this proposal?

Mr. Chairman, there are no questions.

Hearing none, I now declare the Advisory Compensation Proposal submitted to the stockholders for a vote and declare the polls open to vote on the proposal. Any stockholder desiring to vote should do so at this time. If you have not already voted, or if you wish to change your vote, please use the 16-digit control number included on your proxy card to vote electronically at the meeting. I now declare the polls closed on this proposal. While the Inspector of Election is tabulating the votes, we will just wait a minute while she completes the tabulation. I understand that the votes have been counted, and the preliminary report of the Inspector of Election has been delivered to the company. Jack Kennedy, will you please announce the results of the stockholders' vote?

The preliminary vote of the Inspector of Election indicates that the Merger Agreement Proposal has been approved by the stockholders of the affirmative vote of, A, a majority of the voting power represented by the outstanding shares of the company common stock that are entitled to vote thereon in accordance with Delaware law, and, B, a majority of the votes cast by the Disinterested Stockholders, as defined in the proxy statement sent to you earlier at this meeting. The Advisory Compensation Proposal has been approved by the stockholders by the affirmative vote of the holders of a majority in voting power of the votes cast on the proposal at this meeting.

I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. You have now heard the results of the voting. Since the Merger Agreement Proposal has been approved, I will not call a vote on the Adjournment Proposal. This completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, I declare the meeting adjourned. I would like to take this opportunity to thank you for your attendance and for your interest.

Ladies and gentlemen, this concludes today's meeting. Thank you for joining. You may now disconnect.